LOS ANGELES  The technically audacious saga "Titanic" entered the record books tonight as it swept the 70th Academy Awards, taking 11 of 14 Oscars for which it was nominated.

In an extraordinary statement about modern-day filmmaking, "Titanic" made film history without taking a single acting prize or even being nominated for the screenplay, demonstrating the decline of powerful language in film and the increasing draw of striking visuals. It tied 1959's "Ben-Hur" for the most Academy Awards ever won by a single film.

The epic tale of the doomed luxury liner captured the Best Picture and Best Director awards, plus Oscars in virtually every technical and craft-related category, including Cinematography, Best Costume, Best Editing, Best Visual Effects, Best Sound Effects and Best Original Song. The film had been widely criticized for an anemic script, but was recognized as a virtuoso achievement by the famously ambitious director James Cameron. At a cost of $200 million, it was the most expensive film ever made, but has also become the most successful film in history, taking in $1.2 billion at the box office worldwide.

The multitude of awards also no doubt reflected the enduring fascination and power of the tale of the tragedy, in which 1,500 people drowned in the icy waters of the North Atlantic on a still, windless night in April 1912. Other Oscars were for Best Sound, Best Score and Best Art Direction.

Accepting the award for Best Picture, director James Cameron asked for a moment of silence to honor the victims of the sunken ship. After a brief pause he said, "Let's party till dawn." Earlier, he whooped and brandished the award for Best Director over his head, saying, "Mom, Dad, there's nothing more to say. My heart is full to bursting, except to say  I'm the king of the world."

Curtis Hanson and Brian Helgeland won the Oscar for Best Screenplay Adaptation for their complex noir tale of cops and corruption based on the novel by James Ellroy, "L.A. Confidential." In accepting his award, Hanson said, "A screenplay is just a collection of words on paper; I want to thank the actors who gave them emotion, humor, life." Ben Affleck and Matt Damon won the Oscar for Best Original Screenplay for "Good Will Hunting," the story of a troubled young genius from Boston's working class.

For his role as an obsessive-compulsive romance writer in "As Good as It Gets," Jack Nicholson won for Best Actor  his third Oscar, having won for "One Flew Over the Cuckoo's Nest" and "Terms of Endearment." The veteran actor saluted his co-nominees, especially "my old bike pal, Peter Fonda" from the long-ago film "Easy Rider," and in a nod to "Titanic's" momentum, added, "I had a sinking feeling all evening up till here."

Helen Hunt, who played a cynical waitress tending to a phobic Nicholson in "As Good as It Gets," won the award for Best Actress. She praised the other women nominated and said, "I'm here for one reason and that's [director] Jim Brooks. One single reason and that's the only reason." Then she added, "I'm tired of thanking you."

Dressed in cool blue but a bit stiff before the press waiting backstage, Hunt said, "This film was as close to my heart as anything I've been in." Asked what it felt like to beat out her British competitors (all four were British), Hunt said, "A girlfriend of mine said I should show up with that paint they wear on the face in the Olympics, saying 'Go USA.'‚"

Robin Williams won the Best Supporting Actor award for his role as an underachieving psychologist helping the young working-class genius in "Good Will Hunting." Nominated three times but taking home his first Oscar tonight, Williams said, "Ahh man, this might be the one moment I'm speechless."

Backstage he told reporters he was shocked to get what he called "the golden dude" and in typical manic fashion he riffed to reporters, who waved numbered placards in the air to be called on to ask questions, "Number 229. Your car is here!"

Williams said of his more dramatic role in "Good Will," "I was trained as an actor, its not like they had to medicate me." But then he added, "I'm sailing. It's much cheaper than Prozac."

Kim Basinger took the first Oscar of the evening, winning for Best Supporting Actress for her role as a high-priced call girl in the complex, noir crime saga "L.A. Confidential." Looking truly shocked  Gloria Stuart, the 87-year-old actress who played the modern-day Titanic survivor, had been favored to win  Basinger gasped, "Oh my God! I'm living proof that [dreams] do come true."

Backstage, her voice still wavering, her body almost trembling, Basinger told reporters she was drawn to the "L.A. Confidential" script. "I knew I had to say these words. . . . It was brilliant, and I don't say that word very often," she said. In other categories, "Men in Black" won an Oscar for Best Makeup, while the British comedy "The Full Monty" won for Best Original Score for a musical or comedy.

Best Documentary was "The Long Way Home," which recounted the harrowing experience of concentration camp survivors between the end of World War II and the birth of Israel in 1948. Accepting the award, producer Rabbi Marvin Hier said, "This is for the survivors of the Holocaust who walked away from ashes, who rebuilt their lives and helped create the state of Israel."

Director Stanley Donen won a special lifetime achievement Oscar for directing a string of classic musicals and comedies starring Fred Astaire and Gene Kelly. Accepting the statue, he sang "Heaven, I'm in Heaven," to the delight of the audience, and did a few soft-shoe steps.

Host Billy Crystal did a reprise of his successful opening to the telecast from last year, inserting himself into scenes of the five films nominated for Best Picture; the audience roared at images of Crystal having his head shoved in a toilet (from "L.A. Confidential"), being throttled by his friend Robin Williams (in "Good Will Hunting") or undressing for the actors in "The Full Monty."

The movie stars arrived at the Shrine Auditorium in Los Angeles on a picture postcard afternoon, all blue and warm, with the San Gabriel Mountains touched with snow and the TV helicopters buzzing the residents.

"I'm happy to be here and be part of the madness," Cameron, the notoriously impolite director of "Titanic," offered, almost wincing. "Your limo driver is kind of your right-arm man in a situation like this. This kind of glitz and glamour is the kind of thing when you are outside of Hollywood that you look in and say . . ." The rest was lost in the mad hubbub. Robert Duvall, nominated for Best Actor for his signature role as a fire-and-brimstone preacher in "The Apostle," appeared dressed as a backwoods preacher, in a black suit and tie, ready for a funeral. "It was the most important project of my life," says Duvall, who put up his own money for the film.

Robin Williams wore a long, lapel-less tuxedo jacket and no tie with his white shirt. It was by Armani, but Williams called it, alternately, "Armani Amish" (he added, "It comes with a carriage") or "Armani on Ice," probably a reference to the mix of the Italian designer with a James Bond look.

To celebrate the 70th year of the Academy Awards, a number of previous winners and actors from the older ages of Hollywood walked in, including Fay Wray, the then-young damsel snatched up by the hairy ape King Kong in 1933. Shirley Jones arrived, carrying a black-and-white photograph of herself winning the Supporting Actress Oscar for "Elmer Gantry" in 1960. Also, Joel Grey, who won Supporting Actor in 1972 for "Cabaret," said of his night's stroll into the Shrine Auditorium, "It's great. There's no stress."

There have not been this many celebrities at the Academy Awards in years. In fact, the academy invited way too many, and this resulted in serious gridlock on the red carpet  Madonna stuck behind Fiona Apple, nominee Julie Christie looking seriously peeved as she had to stand behind fellow nominee Helen Hunt, who failed to acknowledge her. Super-model Tyra Banks turned to embrace and pose with Rosa Parks. Parks, invited by the academy, came escorted by other civil rights activists. Parks also was embraced by Spike Lee, who was nominated for "4 Little Girls," a documentary about four black children in Alabama who were killed in a racist church bombing.

Atom Egoyan, nominated as Best Director for "The Sweet Hereafter," went by practically unrecognized. Asked if he thought he had a chance given all the talk about "Titanic," he said, "Um, i don't think so."

Lindsay Law, head of Fox Searchlight, the independent studio that financed "The Full Monty," said he doubted his film had a strong shot at Best Picture against "Titanic." "Titanic" was from 20th Century Fox, the owner of his studio. "We'd better not win. If we do, I think we'll all be out of a job," he jested.